General Contractual Terms

(Status 12/2021)

1.1. The contractor's offers and the following terms and conditions shall apply to all deliveries and services of the contractor. They shall be deemed to be agreed if they are not immediately contradicted.

1.2. The inclusion of other general terms and conditions, in particular those of the client, shall be expressly rejected. Any deviating terms and conditions shall require the express written confirmation of the contractor in order to be effective.

2.1.1. Each order placed with the contractor is a copyright contract which grants rights of use over services.

2.1.2. All drafts and final artwork shall be subject to the Copyright Act. The provisions of the Copyright Act shall apply even if the level of creation pursuant to § 2 UrhG (German Copyright Act) is not reached.

2.1.3. The drafts and final artwork shall not be altered either in the original or in reproductions without the express consent of the contractor. Any imitation - even of parts - shall be inadmissible. A breach of this provision shall entitle the contractor to claim a contractual penalty in the amount of twice the agreed remuneration. If no remuneration has been agreed, the remuneration customary under the collective agreement for fees on design services SDSt/AGD shall be deemed to have been agreed.

2.1.4. The contractor shall transfer to the client the rights of use required for the respective purpose. Unless otherwise agreed, only the simple right of use shall be transferred in each case. Any transfer of the rights of use to third parties shall require a written agreement. The rights of use shall pass only after the remuneration has been paid in full.

2.1.5. The contractor shall have the right to be named as the author on all reproduced copies of its work. A violation of the right to name shall entitle the contractor to compensation. In the absence of proof of higher damages, the compensation shall amount to 100% of the agreed remuneration or the remuneration customary under the collective agreement for fees on design services SDSt/AGD. The right to claim higher damages upon proof shall remain unaffected. If the client proves that no damage or substantially less damage has been incurred, the amount of compensation shall be adjusted accordingly.

2.1.6. Suggestions from the client or any other cooperation of the client shall not influence the amount of remuneration. They do not form the basis for any joint copyright.

2.2.1. Drafts and final artwork together with the granting of rights of use shall constitute a single service. Remuneration shall be based on the collective agreement for fees on design services SDSt/AGD, unless other agreements have been made. The remunerations shall be paid as net amounts plus the statutory value added tax.

2.2.2. There shall be no remuneration for use if rights of use are not granted and only drafts and/or final artwork are supplied.

2.2.3. If the drafts are used later or to a greater extent than originally intended, the contractor shall be entitled to subsequently invoice the remuneration for use or to demand the difference between the higher remuneration for use and the remuneration originally paid.

2.2.4. The preparation of drafts and all other activities performed by the contractor for the client shall be subject to a charge, unless expressly agreed otherwise.

Remuneration shall be due upon delivery of the work. It shall be payable without deduction.

If the ordered work is accepted in parts, a corresponding partial remuneration shall be due upon acceptance of each part. If an order extends over a longer period of time or if it requires the contractor to make high financial advance payments, reasonable advance payments shall be made, namely 1/3 of the total remuneration at the time the order is placed. 1/3 after completion of 50% of the work, 1/3 upon delivery.

2.4.1. Special services such as the reworking or modification of final artwork, manuscript study or print monitoring shall be charged separately according to the time spent in accordance with the collective agreement for fees on design services SDSt/AGD.

2.4.2. The contractor shall be entitled to order the external services necessary for the fulfilment of the order on the behalf of and for the account of the client. The client shall undertake to grant the contractor corresponding authority.

2.4.3. Expenses for incidental technical costs, in particular for special materials, for the construction of models, photographs, interim copies, reproductions, typesetting and printing etc. shall be reimbursed by the client.

2.4.4. Travel expenses and expenses for trips that are undertaken in connection with the order and agreed with the client shall be reimbursed by the client.

2.5.1. Only rights of use are granted for drafts and final artwork, but ownership rights are not transferred.

2.5.2. The originals shall therefore be returned undamaged after a reasonable period of time, unless expressly agreed otherwise. In the event of damage or loss, the client shall reimburse the costs necessary to restore the originals. The assertion of further damages shall remain unaffected.

2.5.3. The work and templates shall be dispatched at the risk of and for the account of the client.

2.5.4. The contractor shall not be obliged to hand over files or layouts created on the computer to the client. If the client requests the release of computer data, this shall be agreed and remunerated separately. If the contractor has provided the client with computer files, these may be changed only with the prior consent of the contractor.

The client shall provide the contractor with 10 to 20 perfect, unfolded copies of all reproduced work free of charge. The contractor shall be entitled to use these samples for the purpose of self-promotion.

2.7.1. The contractor shall be liable for damage caused to templates, films, displays, layouts etc. provided to it only in the event of intent and gross negligence.

2.7.2. The contractor shall undertake to carefully select and instruct its vicarious agents. Beyond this, it shall not be liable for its vicarious agents.

2.7.3. If the contractor commissions necessary external services, the respective contractors shall not be vicarious agents of the contractor. The contractor shall be liable only for its own fault and only for intent and gross negligence.

2.7.4. With the approval of drafts, final designs or final artwork by the client, the client shall assume responsibility for the correctness of text and images.

2.7.5. The contractor shall not be liable for the drafts, texts, final designs and final artwork approved by the client.

2.7.6. The contractor shall not be liable for admissibility and registrability of the work under competition and trademark law.

2.7.7. Complaints about obvious defects shall be made in writing to the contractor within 14 days of delivery of the work. All other defects shall become time-barred one year after acceptance of the work.

2.8.1. There shall be design freedom within the scope of the order. Complaints regarding artistic design shall be excluded. If the client wishes to make changes during or after production, the client shall bear the additional costs. The contractor shall retain remuneration rights for work already commenced.

2.8.2. If the execution of the order is delayed for reasons for which the client is responsible, the contractor may demand an appropriate increase in the remuneration. In the event of intent or gross negligence, the contractor may also assert claims for damages. The assertion of further damage caused by default shall remain unaffected.

2.8.3. The client shall assure that it is entitled to use all templates handed over to the contractor. If the client is not entitled to use them contrary to this assurance, the client shall indemnify the contractor against all claims for compensation by third parties.

3.1.1. All offers of the contractor shall be without obligation and freely revocable until the order is placed. The special conditions for trade fair stand construction shall apply.

3.1.2. The contractor's offer shall be prepared based on the client's specifications and the documents provided. The contractor shall not be liable for the accuracy of these documents.

3.1.3. The content and scope of service provision shall be determined in the written order confirmation.

3.1.4. Trade fair stand construction materials, furniture and other equipment shall be supplied in medium quality; permissible signs of use may be visible. If the client expressly wishes new goods, this shall be possible only after a separate agreement and order.

3.1.5. The contractor shall be entitled to make equivalent replacement deliveries if there are undeliverable items. Right to deviations in dimensions, weight and colour shall remain reserved provided that these are minor, correspond to customary trade practice and do not restrict the functionality.

3.1.6. Drafts, drawings, production and assembly documents shall remain the property of the contractor. These documents may neither be reproduced nor made accessible to third parties without the consent of the contractor. They shall be returned to the contractor without delay if the order is not placed. In the event of a breach by the client, the contractor shall be entitled to claim damages in the amount of 50% of the order sum.

3.1.7. The client shall be entitled to use and exploit the contractor's planning and design services once. If the client uses a trade fair stand designed by the contractor more than once and the contractor is not commissioned with its assembly and dismantling, these further rights of use shall be agreed and remunerated separately.

3.1.8. The client may terminate the rental agreement after reservation and before the start of the rental period. In this case the client shall be obliged to pay the following compensation: 100% of the contract sum if notice is given less than five working days before the start of the rental period, 85% of the contract sum if notice is given less than 10 working days before the start of the rental period, 75% of the contract sum if notice is given 14 working days before the start of the rental period, 50% of the contract sum up to four weeks before and 25% of the contract sum up to eight weeks before.

3.2.1. Unless otherwise agreed, payment shall be made after invoicing by the contractor on the due dates stated on the invoice. In the absence of other agreements, the invoice amounts shall be due as follows: 50% when the order is placed and 50% after service provision. For companies with registered offices in foreign countries, the invoice amounts shall be due as follows in the absence of other agreements: 100% when the order is placed.

3.2.2. Repeat orders on site shall only be accepted under reservation. If the repeat order can be executed, it shall be executed only against cash payment.

3.2.3. All prices shall be net prices and shall be due plus the applicable value added tax without deduction.

3.2.4. All prices of the contractor shall not include packaging, freight, postage, insurance and other costs.

3.2.5. In the event of default in payment, interest shall be charged on outstanding payments at the corresponding interest rate for default as regulated by § 288 BGB (German Civil Code).

3.3.1. In the event of sale, all items delivered by the contractor shall remain the property of the contractor until full payment of the purchase price and of all existing and future claims arising from the business relationship with the client.

3.3.2. If the client sells the goods subject to retention of title, the retention of title shall also extend to the client’s claim for payment against its customers and to any claims for return or surrender.

3.4.1. The client shall be liable for any damage to or loss of the rented goods until the end of the agreed rental period. The liability of the client shall be extended accordingly if the collection is delayed for reasons for which the client is responsible. If the collection is delayed for reasons for which the contractor is responsible, the client shall, regardless of this, do everything reasonable for it to protect the rented goods appropriately until collection.

3.4.2. By placing the order, the client shall assume the duty of supervision and care for the items rented to it.

3.4.3. When attaching advertising materials to rented goods, only easily removable material shall be used and nails, screws, glue or other materials that are difficult to remove shall not be used under any circumstances. Attached advertising material etc. shall be completely removed before return.

3.4.4. In the event of damage that can be repaired, the client shall reimburse the repair costs to the contractor. In the event of damage or loss that cannot be repaired, the client shall reimburse the replacement value based on the replacement costs incurred by the contractor.

3.4.5. It shall be irrelevant whether damage to or loss of the rented goods is caused by the client or a third party.

3.4.6. The client shall assign any claims for damages against third parties to the contractor upon request. The client shall notify the contractor immediately of any seizure of or damage to the rented item.

3.4.7. If no other agreements have been made, the items handed over to the client shall be insured as part of a trade fair insurance.

3.4.8. The contractor shall reserve the right to insure the rented goods against theft and to charge a premium of 8% of the rental value for this. However, the contractor shall not be obliged to do so.

3.4.9. Upon request, the client may obtain ownership of the damaged rented item in return for reimbursement of the replacement costs of a new item. Damaged rented goods shall be kept available to the client for 14 days (after notification of the defect).

3.4.10. The client's claims for damages of any kind and for any legal reason whatsoever, irrespective of whether indirect or direct damage, damage to property or personal injury, shall be excluded, unless there is gross negligence or intent on the part of the contractor. The contractor shall not be liable in cases of force majeure. Liability on the part of the contractor shall be completely excluded for the duration of an event.

3.5.1. Stand construction shall be carried out in accordance with the client's specifications and shall comply with the general provisions for trade fair stand construction.

3.5.2. The contractor shall design the trade fair stand on request. The client shall confirm acceptance for execution and thus the placing of the order with its signature.

3.5.3. If the client does not specify any requirements, the stand construction shall be carried out at the contractor's discretion.

3.5.4. The contractor shall be informed of the assembly and dismantling times when the order is placed; they shall be an integral part of the contract. If no times are specified, the assembly and dismantling times known to the contractor through experience shall apply.

3.5.5. The constructed stand shall be handed over to the client and the handover shall be confirmed in writing (handover protocol). If the client does not accept the stand on the handover date for reasons for which the contractor is not responsible, the stand shall be deemed to have been handed over on time and in good quality.

3.5.6. Complaints and defects shall be reported immediately; complaints made at a later point in time shall not be accepted.

3.5.7. Further claims based on defects or other claims for damages, in particular for consequential damages, shall be excluded, unless there is intent or gross negligence.

3.5.8. The contractor shall have the right of rectification and replacement.

3.5.9. Subsequent modifications for which the contractor is not responsible shall be borne by the client.

3.5.10. The client shall be liable for damage and loss. The trade fair stand shall be returned to the contractor clean and free of defects. Any necessary cleaning and repairs by the contractor shall be invoiced to the client.

3.6.1.1. Delivery dates or periods as well as the delivery address shall be specified in writing.

3.6.1.2. Delivery shall take place from the warehouse or location. If the client wishes delivery by the contractor to an address specified by the client, the contractor may charge the client for the costs incurred as a result (packaging, transport, etc.). If the client collects the goods, the client shall be responsible for loading and unloading.

3.6.1.3. The client shall be present at the time of delivery and inspect the delivered goods immediately upon receipt for correctness and visible defects and, if necessary, report them within 24 hours. Complaints shall be noted on the delivery note - without this the client shall lose any claims against the contractor. Subsequent notices of defects shall be excluded and shall not be recognised by the contractor.

3.6.1.4. If the client or a representative appointed by the client cannot be present at the time of delivery, the contractor may leave the rented goods at the place of delivery. In this case, the client shall acknowledge the proper and complete delivery.

3.6.1.5. The client shall be obliged to treat the rented item properly and with care during the rental period. If the rented item requires special handling, the client shall undertake to use the rented item properly as per the operating instructions and to have it operated exclusively by persons who can ensure proper use of the rented item.

3.6.1.6. If necessary, the contractor shall claim an appropriate deposit amount before handing over the rented goods. If an extension is agreed after the expiry of the rental period, this extension shall be subject to the condition that the client again pays an appropriate deposit amount. The deposit amount shall be at least 1.5 times the rental value. The deposit shall serve to secure the risk of loss and damage and to cover the rental price. The deposit amount shall be refunded or offset as soon as possible once it is established that the services to be provided by the client have been provided in full.

3.6.2.1. The client shall undertake to return the rented items to the contractor at the end of the rental period in the same condition as accepted. If collection by the contractor has been agreed, the client shall be obliged to keep the rented goods ready for collection.

3.6.2.2. All items shall be returned cleaned. If this is not done, the contractor shall be entitled to carry out cleaning at the client's expense.

3.6.2.3. If the delivery consists of a large number of individual parts and if it is not possible to carry out a complete check at the time of collection, the client shall accept that the final counting and damage assessment shall take place at the contractor's premises. The contractor shall ensure that no losses can take place in the period from collection to counting in its facilities.

3.6.2.4. If a fixed return date has not been agreed or if the possibility of early return has been agreed, the client shall be obliged to submit the return request in writing at least 48 hours before the actual return. Saturdays Sundays and public holidays shall not be taken into account when calculating this period.

3.6.2.5. If the client does not return the rented goods after expiry of the agreed rental period, it shall pay a usage fee in the amount of the agreed rent for each rental unit commenced until it is returned to the contractor. If the client does not comply with its obligation to return the rented item despite the contractor setting a deadline in accordance with § 326 BGB, the contractor may claim damages in the amount of the replacement costs of a new rented item for the unreturned rented item.

3.6.2.6. Further claims for damages by the contractor based on the delayed return for which the client is responsible shall remain unaffected by this.

4.1. The place of performance shall be the registered office of the contractor.

4.2. The invalidity of one of the above provisions shall not affect the validity of the remaining provisions. In all other respects, the statutory provisions shall apply.

4.3. Verbal collateral agreements shall not be valid. Amendments to the contract shall be made in writing. This shall also apply to the waiver of the written form requirement.

4.4. Our GTC shall apply exclusively. Any supplementary terms and conditions of the contractual partner that deviate or are unfavourable to us shall not become part of the contract even if we do not specifically object to them.

4.5. The laws of the Federal Republic of Germany shall apply.